Annual Performance Incentive Plan for 2011 – Xerox

Annual Performance Incentive Plan for 2011 (“2011
APIP”)

Under the 2011 APIP, executive officers of the Company are eligible to
receive performance related cash payments. Payments are, in general, only made
if performance objectives established by the Compensation Committee of the Board
of Directors (the “Committee”) are met.

The Committee approved incentive opportunities for 2011, expressed as a
percentage of base salary for each participating officer. Certain additional
goals were established for some officers based on business unit goals. The
Committee also established overall threshold, target and maximum measures of
performance for the 2011 APIP. The performance measures and weightings are
adjusted Earnings per Share (weighted at 40%), Core Cash Flow from Operations
(weighted at 40%) and Revenue Growth (adjusted to exclude the impact of changes
in the translation of foreign currencies into U.S. dollars) (weighted at 20%).

Individual awards will be subject to the review and approval of the Committee
following the completion of the 2011 fiscal year, with payment to be made within
the first four months of 2012.